BY AND BETWEENAsset Purchase Agreement • February 22nd, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2006 • Surge Global Energy, Inc. • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 28, 2006 among Surge Global Energy, Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (such purchaser is the “Purchaser” and, including such Purchaser’s successors and assigns, the “Purchasers”).
EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of the 23rd day of September, 2002, by and among The Havana Group Inc., a Delaware corporation ("Purchaser"), Bible Resources, Inc., a Nevada corporation...Agreement and Plan of Reorganization • September 24th, 2002 • Havana Group Inc • Retail-catalog & mail-order houses • Ohio
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2012 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 5, 2012, by and between SURGE GLOBAL ENERGY, INC., a Delaware corporation, with headquarters located at 75-153 Merle Drive - Suite B, Palm Desert, CA 92211 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
EXHIBIT 10.4 Retail Store Smoke Shop FIRST AMENDMENT OF LEASELease Agreement • March 31st, 1998 • Havana Group Inc • Retail-catalog & mail-order houses
ESCROW AGREEMENTEscrow Agreement • February 22nd, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • California
EXHIBIT E ---------Separation Agreement • December 28th, 2004 • Surge Global Energy, Inc. • Retail-catalog & mail-order houses • California
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 23rd, 2006 • Surge Global Energy, Inc. • Crude petroleum & natural gas • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2006 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 28, 2006, between Surge Global Energy, Inc., a Delaware corporation (the “Company”), and Gemini Master Fund Limited (including its successors and assigns, the “Purchaser” or “Purchasers”).
EXHIBIT4.4 WARRANT AGREEMENT AGREEMENT, dated as of ________, 1998 between THE HAVANA GROUP, INC., a Delaware corporation (the "Company"), and HARRIS TRUST COMPANY OF NEW YORK, as Warrant Agent (the "Warrant Agent"). W I T N E S S E T H : WHEREAS, in...Warrant Agreement • March 31st, 1998 • Havana Group Inc • Retail-catalog & mail-order houses • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 14, 2006, among Surge Global Energy, Inc., a Delaware corporation (the "Company"), and each of the purchasers signatory hereto...Registration Rights Agreement • March 23rd, 2006 • Surge Global Energy, Inc. • Crude petroleum & natural gas • California
STOCK PURCHASE AND SALE AGREEMENT This Stock Purchase and Sale Agreement (this "Agreement"), dated as of August 4, 2000, at Canton, Ohio, is by and among The Havana Group, Inc., a Delaware corporation having a business and mailing address of 7835...Stock Purchase and Sale Agreement • August 17th, 2000 • Havana Group Inc • Retail-catalog & mail-order houses • Ohio
Exhibit 2.6 SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Separation Agreement and General Release of All Claims ("Agreement") is made by and between William L. Miller ("Executive") and Surge Global Energy, Inc., formerly known as The...Separation Agreement and General Release • February 22nd, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • California
AGREEMENTExecutive Employment Agreement • April 14th, 1999 • Havana Group Inc • Retail-catalog & mail-order houses • Ohio
GUARANTEEGuarantee • February 22nd, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • California
RECITALS --------Pledge Agreement • February 22nd, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • California
AGREEMENTExecutive Employment Agreement • February 9th, 1998 • Havana Group Inc • Ohio
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 15, 2005, by and among Surge Global Energy, Inc., a Delaware corporation (the “Company”), and MGI Securities, Inc., as agent to the purchasers of the Debentures set forth on Schedule “A” hereto (each such purchaser, a “Purchaser” and collectively, the “Purchaser”).
AGREEMENTExecutive Employment Agreement • August 27th, 2002 • Havana Group Inc • Retail-catalog & mail-order houses • Ohio
WITNESSETH:Lease Agreement • March 31st, 1998 • Havana Group Inc • Retail-catalog & mail-order houses
THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND, IF EXERCISED, THE UNDERLYING SHARES OF COMMON STOCK,...Surge Global Energy, Inc. • March 23rd, 2006 • Crude petroleum & natural gas • California
EXHIBIT 4.1 THE OFFERING OF SECURITIES HEREBY IS MADE IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Note and Warrant Purchase Agreement • March 24th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
Exhibit 2 GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS THE GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS is made This 12 day of March, 2002, by and between PHILLIPS & KING INTERNATIONAL, INCORPORATED, located at 18021 Cortney Ct, City of...Havana Group Inc • August 26th, 2002 • Retail-catalog & mail-order houses
COMMON STOCK PURCHASE WARRANT To Purchase 2,000,000 Shares of Common Stock of SURGE GLOBAL ENERGY, INC.Common Stock Purchase Warrant • December 4th, 2006 • Surge Global Energy, Inc. • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Gemini Master Fund Limited (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the later of (i) the date which is six months after the Initial Exercise Date and (ii) the date which is 45 days after the Effective Date (such date shall be referred to herein as the “Termination Date”) but not thereafter, to subscribe for and purchase from Surge Global Energy, Inc., a Delaware corporation (the “Company”), up to 2,000,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Share Purchase Agreement – Surge Global Energy, Inc. Fisher Family TrustShare Purchase Agreement • July 16th, 2008 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
THIS SHARE PURCHASE AGREEMENT (the "Agreement") is made and entered into this 11th day of July, 2008 between Fisher Family Trust (the "Seller") and Surge Global Energy, Inc. (the "Purchaser" or ‘Surge”) and Peace Oil Corp.
460,000 UNITSUnderwriting Agreement • February 9th, 1998 • Havana Group Inc • New York
Share Purchase Agreement Stouthearted Family TrustShare Purchase Agreement • June 23rd, 2008 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
THIS SHARE PURCHASE AGREEMENT (the "Agreement") is made and entered into this 17th day of June 2008 between Stouthearted Family Trust ("Seller") and Surge Global Energy, Inc. ("Purchaser") and Peace Oil Corp.
SURGE GLOBAL ENERGY, INC. WARRANT TO PURCHASE COMMON STOCKSurge Global Energy, Inc. • December 30th, 2005 • Crude petroleum & natural gas • New York
THIS CERTIFIES THAT, for value received Pawnee Holding Corporation or his assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from SURGE GLOBAL ENERGY, INC., a Delaware corporation (the “Corporation”) an amount of common stock equal to 400,000 shares – [Four Hundred Thousand] shares.
VOTING AND EXCHANGE TRUST AGREEMENT (“Agreement”) made as of the 2nd day of March, 2007.Voting and Exchange Trust Agreement • March 8th, 2007 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
NOW THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:
460,000 Units Each Unit Consisting of one Share of Common Stock and two Class A Common Stock Purchase WarrantsHavana Group Inc • March 31st, 1998 • Retail-catalog & mail-order houses • New York
W I T N E S S E T H:Administrative and Operational Services Agreement • February 9th, 1998 • Havana Group Inc • Ohio
FIRST SUPPLEMENTAL TRUST INDENTUREFirst Supplemental Trust Indenture • March 25th, 2008 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
SIGNET ENERGY INC., a corporation incorporated under the laws of the Province of Alberta and having its head office in the City of Calgary, in the Province of Alberta (hereinafter called " Signet "),
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as November 16, 2005 between Surge Global Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as 24 October 2005, between Surge Global Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 24, 2005, among Surge Global Energy, Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
